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The New Law on E-Transactions
Legal Update | August 2023
 The New Law on E-Transactions
Legal Update | August 2023

1. What are the differences between e-

signature and digital signature?

“E-signatures” are commonly interchanged with “digital signatures”. However, they

are not referred to as the same concept under either the Former Law or the New Law.
It is noteworthy that there is no significant difference between the Former Law and
the New Law in terms of the definitions of “e-signature” and “digital signature”.
According to the New Law, an e-signature means a signature created in the form of
electronic data attached to or logically combined with a data message to certify the
signatory and acknowledge his/her consent to the contents of the data message.
Meanwhile, a digital signature means an e-signature using an asymmetric
cryptography including a private key for signing and a public key for verifying the
digital signature.
Therefore, a scanned copy of a “wet-ink” signature may constitute an e-signature if it
has the qualification of an e-signature as defined above. Notwithstanding, a scanned
copy of a “wet-ink” signature may not meet the criteria of a secured specialised e-
signature under the New Law for the purpose of being legally recognised in Vietnam
with equal validity as an original “wet-ink” signature. Please refer to Section 2 below
for further discussion of such criteria.

2. What are the criteria for e-signatures in the

private sector to be legally recognised in
Vietnam?

The New Law distinguishes three categories of e-signatures namely (i) specialised e-
signatures, (ii) public digital signatures, and (iii) specialised digital signatures for
public use, and set out specific criteria for each category. For the operation of
organisations or entities in the private sector, the relevant category is “specialised e-
signatures”.
A specialised e-signature will be lawfully recognised with equal validity as a “wet-ink”
signature if it meets the following criteria (E-signature Criteria):
(i) Being capable of authenticating the signatory and his/her approval of the
contents of a data message;
(ii) The data creating the e-signature (i.e. e-signature creation data) are only
attached to the approved contents of the data message;
(iii) Only the signatory has control of the e-signature creation data at the time of
signing;
(iv) The contracting parties may verify the validity of the e-signature according to
the conditions agreed upon;
(v) Being qualified as a secured specialised e-signature (i.e. being certified by
the Ministry of Information and Communications as a secured specialised e-
signature).
 The New Law on E-Transactions
Legal Update | August 2023

3. How are e-signature certificates used in

Vietnam?

An “e-signature certificate” is a data message certifying that an organisation, entity, or

individual is the true signatory of the e-signature. An e-signature certificate may be
issued by a Vietnam-domiciled authentication service provider (Domestic Provider)
or a foreign-domiciled authentication service provider (Foreign Provider).
The New Law is silent as to the circumstances under which an e-signature certificate
issued by a Domestic Provider may be used in the private sector. The New Law only
provides the framework for digital signature certificates issued by Domestic Providers
for usage in the context of “public digital signatures” and “specialised digital
signatures for public use” categories.

4. Can e-signatures authenticated by, and e-

signature certificates issued by Foreign
Providers such as DocuSign be used in
Vietnam?

E-signatures authenticated by Foreign Providers (Foreign E-signatures) and e-

signature certificates issued by Foreign Providers (Foreign Certificates) may be
recognised for usage in Vietnam provided that:
(i) The Foreign Provider which issued Foreign Certificates has been recognised
in Vietnam upon the satisfaction of the following requirements:
(a) Having been lawfully incorporated and operating in a foreign country;
(b) Having obtained a technical report with respect to the e-signature
authentication system audited by an accredited agency in the foreign
country where it has been incorporated;
(c) Having updated the status of the Foreign Certificate in the trust
service system of the relevant Vietnam State body;
(d) Having established a representative office in Vietnam;
(ii) The Foreign E-signatures and Foreign Certificates must be compatible with
the technical standards and regulations on e-signatures and e-signature
certificates according to:
(a) Vietnam law;
(b) International standards recognised in Vietnam; or
(c) International treaties to which Vietnam is a member country
(iii) The Foreign Certificates are issued on the basis of adequate and verified
identity information of the foreign-domiciled signatories.
(iv) The Foreign E-signatures and Foreign Certificates are used by:
(a) Foreign individuals or entities, or
(b) Vietnamese individuals or entities who transact with foreign
individuals or entities of a foreign jurisdiction where Domestic
Providers have not been recognised (collectively, the Eligible
Users).
The Ministry of Information and Communications has been assigned to provide
further guidance on the recognition of Foreign Providers, Foreign E-signatures, and
Foreign Certificates.
 The New Law on E-Transactions
Legal Update | August 2023

5. Are Foreign E-signatures and Foreign

Certificates acceptable in cross-border
transactions?
Foreign E-signatures and Foreign Certificates are permitted for usage in cross-border
transactions provided that such Foreign E-signatures or Foreign Certificates:
(i) Have been created by or issued to foreign-domiciled individuals or entities
without any local presence in Vietnam; and
(ii) Have a validity (i.e. having been recognised according to Section 4 above) in
the data message that has been delivered to the Vietnam contracting party.

6. Is it a mandatory requirement to affix a

corporate seal to the e-signature for its
validity?

According to the Former Law, in the event that a law requires a document to be
affixed with the corporate seal of an entity or organisation, a data message will be
deemed to have satisfied such “seal” requirement if the e-signature is secured and
authenticated.
The New Law has replaced the “seal” by “certification” requirement. In other words,
under the New Law, in the event that a law requires a document to be “certified” by
an organisation or entity, a data message will be deemed to have satisfied such
“certification” requirement if it is signed by a secured specialised e-signature or digital
signature of such organisation or entity. It may be inferred that “certification” refers to
the seal requirement and that no seal is required if a document is signed by a
secured specialised e-signature.

Please contact us if you have any questions relating to this Legal Update.

August 2023
The New Law on E-Transactions
Legal Update | August 2023